Terms of Use

1. REGISTRATION:

(a) In order to use certain parts of the Site and Services, you
must register as a user and create an account on the Site. As
part of the registration process, you will provide a username,
password, email address, and other information and materials
(the “Registration Information”) for your Site account. You may
also be able to register as a user of the Site with certain third-
party social networking sites (e.g., Facebook, Twitter, YouTube,
etc.) (a “Third-Party Account”), and in connection therewith, you
allow us to access, store, and use content or information relating
to your Third-Party Account, and any content or information in
your Third-Party Account used on the Site or with the Services
shall be “Registration Information” hereunder. We may accept or
reject your user registration in our sole discretion.

(b) You alone are responsible for maintaining the security of your
Registration Information and for all uses of the Site and Services
in the name of your account. Upon registration, you will have a
“Dashboard” page on the Site where you can manage your use
of the Site and Services (your “Dashboard”).

(c) You represent and warrant that all Registration Information
will be true, accurate, complete, and current and that you will
promptly update your Registration Information as necessary
such that it is, at all times, true, accurate, complete, and current.
We may use all Registration Information in accordance with
our Privacy Policy.

(d) You are responsible for maintaining access to the email
address associated with your account. We are unable to restore
access to your account if you lose access to the email address
associated with the account.

(e) You are responsible for keeping your account active. If a user
does not log in to an account for six (6) months or more from the
date of the last log in, the account may be considered inactive.
Inactive accounts may be permanently removed without notice.

2. CONTENT SUBMITTED BY YOU:

(a) User Content.

(i) You are solely responsible for all materials and content that
are submitted by you or through your account for posting,
publication, display, distribution, performance, or other use on
the Site or in connection with any Service, including without
limitation, music, sound recordings, musical works,
compositions, videos, photographs, pictures, graphics, names,
likenesses, images, copyrights, trademarks, service marks, logos,
biographical information, chat, messages, files, code, data,
metadata, text, software, links, your Registration Information,
content from your Third-Party Account, and any other
information or materials (“User Content”).

(ii) We are not responsible for any User Content that may be lost
or unrecoverable through your use of the Site or Services, and
you are encouraged to archive your User Content regularly and
frequently.

(iii) You must submit User Content to the Site and Services in
compliance with our submission specifications. Our submission
specifications are available in your Dashboard or otherwise on
the Site. We reserve the right to refuse to accept and/or cause the
removal of any User Content for any reason and at our sole
discretion and without notice to you.

(iv) As between you and us, and subject to our rights in these
Terms and Conditions, you shall retain all rights in the User
Content and nothing in these Terms and Conditions shall
constitute a transfer to us of ownership of any User Content.

(v) You hereby acknowledge and agree that we may, at our sole
discretion, disclose User Content in order to: (A) comply with
law enforcement, court orders, or the legal process; (B) protect
the rights and safety of individuals; or (C) settle disputes over
intellectual property ownership. You understand and agree that in
connection with the rights granted herein, we have the right, but
no obligation, to remove, monitor, market, promote, advertise, or
otherwise use your User Content.

(b) Licenses to User Content.

(i) By submitting User Content to the Site or in connection with
any Service, you automatically grant to us a non-exclusive,
transferable, royalty free, license throughout the universe, and in
any manner and media now known or hereafter developed, to
prepare, review, copy, reproduce, convert, host, distribute,
transmit, stream, publicly perform, display, modify, adapt,
excerpt (in whole or in part), publish, promote, advertise, market,
create derivative works from, and otherwise use all or any portion
of the User Content, and to grant and authorize sublicenses of the
foregoing, in connection with the Site and Services and the
functionality thereof; provided, however, we will not sell or
otherwise commercially distribute for a fee User Content except
in connection with your express use of a Service or program
offered by us that provides such functionality. Except as may be
specifically provided in connection with any particular Service,
we have no obligation to pay you or anyone else any amounts,
including record or publishing royalties, performance fees,
license fees, or union, guild, or collective bargaining fees, for the
distribution, public performance, or other uses of your User
Content as authorized in these Terms and Conditions.

(ii) The foregoing grant of rights includes, without limitation, our
right to (but not obligation to):

A. use User Content, including names, pictures, likenesses,
images, voices, performances, biographical materials, and
web links to websites that you control, in each case in
connection with marketing, advertising, or promoting User
Content, you, the Site, the Services, or us;

B. submit or transmit User Content to third parties in
connection with any applicable Services or program offered
by us which you elect to use, in any format (e.g., MP3,
streaming, or otherwise) in accordance with the
functionality of such Service or program;

C. submit or transmit User Content for review through our
Crowd Review Service (our service that provides for the
review of music by a by a community of real music
listeners), at our election and without notice, provision ofo
feedback, or cost to you; provided, however, that
notwithstanding the forgoing, you agree to pay any
applicable Service Fees to the extent you affirmatively elect
to use the Crowd Review Service;

D. display any and all lyrics associated with a musical
composition embodied in User Content in connection with
the Site or Services or program offered by us;

E. edit or modify User Content in our sole discretion in
connection with the Site, Services, or program offered by
us and without any approval rights by you; and

F. publicly perform and transmit your sound recordings and
musical compositions in connection with the Site, Services,
or a program offered by us, including, but not limited to, by
interactive and non-interactive streaming on the Site or via
a Service. If you have affiliated with a performance rights
organization (“PRO”) with respect to your public
performance rights, such as BMI, ASCAP, or SESAC, then
you may be prohibited from granting the same rights to us,
or a grant of public performance rights to us may prevent a
PRO from collecting royalties on your behalf. In certain
situations a PRO may require that you provide the PRO
with notice if you are granting public performance rights to
another party. If you have an agreement with a PRO that
includes such a provision, you are solely responsible for
providing such notice to the PRO. You understand that no
fees or payment of any kind whatsoever shall be due to any
PRO or music publisher for use of your User Content as
authorized in these Terms and Conditions.

(iii) Certain functionality of the Site and certain Services allow
you to make User Content, such as your music, available to be
downloaded from our Site, and by using such features, you
automatically grant to end users an irrevocable, perpetual, non-
exclusive, transferable, royalty free, license throughout the
universe to use such Site Downloads but only for personal,
noncommercial use and in accordance with the Site Downloads
Usage Rules in Section 1(d) above.(iv) The grant of rights in this Section 3(b) will survive your
removal of User Content from the Site, the termination of your
use of the Site or Service, or any other termination of these
Terms and Conditions unless we receive written notice of
termination of this license from you, at which point this license
will expire and we will stop using the specified User Content
within thirty (30) days; provided, however, that with respect to
Site Downloads, the grant of rights to end users will survive your
removal of such User Content from the Site indefinitely.

(c) Without limitation of the rights granted herein, we and you
may enter into additional agreements to confirm the rights
granted herein, expand scope of rights granted to us, or
otherwise with respect to the User Content, and to the extent
such other agreements conflict with these Terms and Conditions,
the terms of such other agreements shall control.

(d) Representations and Warranties.

By submitting User Content to the Site or in connection with any Service, you acknowledge,
represent, and warrant that:

(i) you own or control all necessary rights in and to the User
Content, and you have the full right and authority to grant the
rights, licenses, and permissions in these Terms and Conditions;

(ii) the exercise of the rights granted by you herein shall not
violate any laws or otherwise infringe upon the rights of any
person or entity, including copyright, trademark, privacy,
publicity, or other personal or proprietary rights, or contain
libelous, defamatory or otherwise unlawful materials;

(iii) the exercise of the rights granted by you herein shall be
without any obligation to make any payment of any nature to you
(except as expressly provided in connection with any Service) or
any other person or entity;

(iv) to the extent that you receive payments from us in connection
with any Service, you acknowledge and agree that any such
payments to you are inclusive of all payments otherwise due to
any person or entity; and

(v) to the extent you do not own any underlying musical
compositions, sound recordings, samples, publicity rights, or
other materials or content in your User Content, it is your
obligation to secure all appropriate permissions, clearances,
licenses, or other authorizations and agreements, and, as
applicable, to pay directly all third-party fees and royalties as
may be required, including, but not limited to, with respect to
artists, band members, authors, co-authors, copyright owners and
co-owners, publishers, producers, or any other person who
performed in the making of your User Content, and in connection
with mechanical royalties, digital phonograph delivery royalties,
public performance royalties, payments that may be required
under any collective bargaining agreements or statutory schemes,
or any other royalties, fees, and/or sums payable with respect to
your User Content, and at our request you shall provide us with
confirmation of such authorizations and payments.